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HomeMy WebLinkAboutCHALLENGER SPORTS CORPORATION (2)City of Santa Ana '1 Clerk of the Council ~� AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all 2g1gUG 27 �: !i 6 amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements CITY OF S ANTA ANA have been satisfied prior to signing the termination form. CLERK OF COUNCIL Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with No. N-2016-066 was completed on (n(--� and final payment has been made. (List all amendments. Use space below N needed.) Department: -PPTS&P� Phone/Ext.: sa�:) Signature: Z-A Q 0\ Q , CjhQNICAQ, Date: Revised: 01-07-16 °,iVA,4sL ON FILL N-2016-066 (a t�ti MAY PROCEED t it INSURANCE EXPIRES % RECREATION SERVICES AGREEMENT �CLERK OF CQUNCII� 2p16 DAih": THIS AGREEMENT is made and entered into this 11r day of July, by and between O. PRCS ( / ) Challenger Sports Corporation (hereinafter "Provider") and the City of Santa Ana, a charter city Silvia Cuevas and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a recreation service provider having special skills, resources a and knowledge to conduct various fitness classes in its leisure class program. B. Provider has previously provided fitness classes in its leisure class program. City wants to continue these services with Provider. C. In imdertaking the performance of this Agreement, Provider represents that it is knowledgeable in its field and that: any services performed by Provider under this Agreement will be performed in compliance with such standards as may reasonably be expected, NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Provider shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION In consideration for the right to provide the programs set forth in Exhibit A, City agrees to pay the Provider seventy percent ('70°%) of all gross revenue received from program participants, Total revenue to Provider shall not exceed $25,000 annually. Payment to Provider shall be ruade within thirty (30) days following completion of the. last class taught by Provider that month. City shall be responsible for collecting all fees from program participants. Provider shall not collect fees but will refer all interested participants to City for registration information. Provider agrees that City shall retain thirty percent (30%) of all gross revenue received from program participants as an administrative fee. 3. TERM This Agreement shall commence on July 1, 2016 and torminate on ,Tune 30, 2017, rmless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended for an additional two 1-year periods upon a writing executed by the City Manager and the City Attorney. Page i of 8 4. INDEPENDENT CONTRACTOR Provider shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City, This Agreement is not intended nor shall it be construed to create an wnployer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the manner in which Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Provider is not an agent, representative or employee of City and Provider shall have no authority to act on behalf of the City. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Provider shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Provider's negligent operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with California State law, Consultant, if Provider has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work render this Agreement, Provider agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Provider is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, e. The following requirements apply to the insurance to be provided by Provider pursuant to this section: Page 2 of 8 (i) Provider shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced, in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Provider shall supply City with fully executed additional insured endorsement. f. If Provider fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Provider's right to be paid for its time and materials expended prior to notification of termination. Provider waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of vnsurance by the City. 6. INDEMNIFICATION Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Provider or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Provider further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. CONFLICT OF INTEREST Provider covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 3 of 8 8. ]LIVE SCAN BACKGROUND CHECK Providers, and any employees, subcontractors or substitutes, in contact with minors under eighteen (18) years of age shall arrange for and submit to a Live Scan electronic background check for criminal history available through the California Department of Justice as a condition of this Agreement and provide proof of compliance prior to performing services hereunder. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax (714) 647-6956 With copy to: Executive Director of Parks, Recreation and Community Services City of Santa Ana. 26 Civic Center Plaza (M-23) P.O, Box 1988 Santa Ana, California 92702 Fax (714) 571-4211 To Provider: Oli Sharp Challenger Sports Corporation 707 Civic Center Dr., Ste. 205 Vista, CA 92084 Agent for Service: National Registered Agents, Inc. 818 W. Seventh Street Los Angeles, CA 90017 A. party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited, in the United. States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Page 4 of 8 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terns of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Provider. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the tears and conditions hereof, shall not bind or obligate Provider or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any patty, or anyone acting on behalf of any party, which is not embodied herein. 11, ASSIGNMENT/SUBSTITUTES a. Assignment. The experience, knowledge, capability and reputation of Provider were a substantial inducement for City to enter into this Agreement. Therefore, Provider may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assigtument, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. b. Substitutes. In the event Provider is not able to teach a class due to illness or some other cause beyond Provider's reasonable control, Provider must procure, at its sole expense, a qualified substitute instructor to teach the class at its regular time and place. Provider shall ensure that substitute instructors are at least twenty-one (21) years of age and comply with the City's insurance and live scan requirements contained herein. Evidence of compliance with City's insurance and five scan requirements shall be provided upon request. Provider must immediately notify the City of the substitute instructor's name, qualifications, address and phone number. If Provider cannot procure a qualified substitute and the City is unable to assist in this regard, then the class shall be canceled and a make-up class must be added to the session. Provider must notify participants as soon as possible of any class cancellation and make-up class. Provide' must personally teach at least seventy-five percent (75%) of its offered classes. 12. TERMINATION a. This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Provider shall be entitled to receive, and City shall pay Provider, compensation for all services rendered prior to the effective date of termination. b. Ternination or cancellation of classes by the Provider outside of Section 11.b. must be given to the City at least thinly (30) days prior to ternination/cancellation. Failure to provide adequate cancellation notice to the City may put future contracting of business with the City at risk and will result in the City's retention of ten (10%) percent of the final payment to Provider. 13. RECORDS Provider shall use attendance sheets generated and supplied by file City to record attendance in each class. Provider shall keep these and any other records in connection with the work to be performed under this Agreement and shall permit City, upon request, to review such Page 5 of 8 records for a period of three (3) years from the date of final payment to Provider under this Agreement. 14, NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any activities under this Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. LICENSES Provider shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. 17. SEVERABILITY In the event that one or more of the phrases, sentences, clauses, paragraphs or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 18. EXHIBITS All Exhibits referenced herein and attached hereto shall be incorporated, as if fully set forth in the body of this Agreement. 19. AUTHORITY The person(s) executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. Page 6 of 8 IN wrrNESS WHERLOF, the parties hereto have executed this Agreement the date, and year first above written, ATTEST: MA IA"D, HJf2AR Clerk of the Council APPROVED AS TO FORM; SOMA R. CARVALHO City Attorney By: I'JNK ssis 'tant City Attorney RECOMMENDED FOR APPROVAL: GERARD0 fOUEF7-- Executive Director of Parks, Recreation and Cormliunity Services Agency CITY OF SANTA ANA DAVIT? AVID CAVAZOS City Manager OR sharp Challenger Sports Corporation Page 7 of 8 Exhibit A SCOPE OF SERVICES — Challenger Sports British Soccer Camp / Oli Sharp A. Provider shall conduct Soccer Camp for children 3 — 16 years. B. Provider shall teach such or similar classes (1) at the times below at a, facility to be designated by the City or (2) on a schedule otherwise agreed upon by the parties for each class session or term, including the location, specific days and hours when classes will be held, and holidays to be observed, in accordance with City's needs. • Soccer Camp will consist of I week session, held 5 days per week, 1 hour per day, ages 3-4 yrs. • Soccer Camp will consist of 1 week session, held 5 days per week, I hour & 30 minutes per day, ages 4-5 yrs. • Soccer Camp will consist of 1 week session, held 5 days per week, 3 hours per day, ages 6-16 yrs. • Soccer Camp will consist of 1 week session, hold 5 days per week, 7 hours per day, ages 6-16 yrs. C. Provider shall provide all materials, supplies, equipment, records and personnel. Provider shall be responsible for clean-up of the facilities and materials and shall ensure the safety and effectiveness of instruction. CLASS SIZE REGISTRATION A. All Soccer Camp classes mentioned above must have a nninimnm of 4 paid students and no more than a maximum of 30 paid students. B. If the minumun registration has not been reached by the second class, the class may be cancelled by mutual agreement of Provider and City. Provider will be under no obligation to provide services for the cancelled classes, and the City will have no further obligations to pay Provider compensation for the remaining classes that were cancelled in that session. CLASS FEES A. Each participant shall pay class registration fees as established by City. B. Any materials fee shall be established by mutual agreement of City and Provider and shall be payable directly to Provider. C. Only registered participants may participate in class, D. Any refunds to participants will be made in accordance with City policy. Pago 8 of 8 ATE A� o CERTIFICATE OF LIABILITY INSURANCE 01120120161 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the Certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT L shon Jackson NAME: Y _ __— - __- Risk &Insurance Consultants, Inc PHONE -Le Exec (904) 959-5975 !A� W)e (a04)as9 s976 .MAIL __ $916 Glenridge Drive ADDRESS: l7ackson@riskinsuranceco. cost INSURER(S) AFFORDING COVERAGE NAIC k Atlanta GA 30342 INSURERA Massachusetts Bay Ins 22306 INSURED INSURERS Allmerica Financial Alliance Ins Cc 10212 Challenger Sports Corp INSURER C H_an_cv_e_r insurance Cc 22292 8263 Flint St INSURER D:Technology_Ynsurance Company '. 42376 INSURERE.QBE Ins Corp. 39217 Lenexa INS 66214 INSURER F: rr)VFRAr:FS CFATICICATC NII Iru1QC0•CT,1 R 19'4111 nRD 0e1101n10 ♦nn,1000. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL'.. R, LTR TYPE OF INSURANCE -POL7CY EFP POLICYEXP `-------- ---_- (MMiDDI""I IMMIDDIYYYY)LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE ',$ 1,000, 000 —I A CLAIMSMAOE X OCCUR ;.._- __. DAMAGET0 RERTEO PREMISES (Re oocurrenceL ',$_ 100,000 ZDA 9436702-04 1/1/2016 1/1/2017 MED EXP(Any one person) ". $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: -PRO- GENERAL AGGREGATE ''�$ 2,000,000 X _POLICY JECT '. _. LOC .- _ I-NODUCTS- COMPIOP AGG $ 2,000,000 OTHER'. -'. Employee Benefits Llahlllly ! $ 1,000,000 AUTOMOBILE LIABILITY - , B(EaPoINdED'SINGLE LIMIT I$ 1,000, 000 B R ANY AUTO _ BODILY INJURY (Per person) $ ALL OPMED SCHEDULED . AUTOS AUTOS ADA9394043 ' -�' ___ 1/1/2016 1/1/2017 aODILY INJUftV (Psr acodenq $ _... ' NON-0WNF.D PROPER -TV -DAMAGE HIRED AUTOS AUTOS &er acdtlem} Uninsured motorist combined $ 1,000,000 X UMBRELLA LIAR 'X I; OCCUR 1 '', . EACH OCCURRENCE $ 5,000,000 L, " EXCESS LIAR CLAIMS -MADE AGGREGATE $ 5 000 000 'OED '. X I RETENTION$ 0J UHA9436692-04 '. 1/1/2016 1/1/2017 L$ WORKERS COMPENSATION R PER OTH. ER AND EMPLOYERS'LIABILITY YIN —STATUTE_I__ ANY PROPRIETORIPARTNERiEXECUTNE _ - OFFICERIMEMBER EXCLUDED? '.NIA EL EACH ACCIDENT $ 1 Q00 OQO --- ...._._..___r_.� D '.)Mandatary In NH) WC3451515 1/1/2016 1/1/2017 EL DISEASE EA EMPLOYEE$ 1i 000000 ll yyea, describe under 'DESCRIPTIONOFOPERATIONSbelox E.L. DISEASE- POLICY LIMIT !$ 1 000, 000 E Participant Accident AHH006104 1/1/2016 1/1/2017 Aeoldenll Medieal $25,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Minikickers Vv�+ N Dates: February 15th - March 30th 2016 fJ4siv�e [ e\i Cut VGR I If14M I G IIVLUCR I.glNI.r LLM I IVIV SCuevas@santa-ana.org SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ATTN: Silvia Cuevas ACCORDANCE WITH THE POLICY PROVISIONS, 726 S Center Street Santa Ana, CA 92704 AUTHORIZED REPRESENTATIVE Steve Molina/BECKY-.�!'--�----.I 0198&2014 ACORD CORPORATION. All riahts reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS02519nl4nrl Additional Named Insureds Challenger Sports Canada Corp Insured Multiple blames Challenger Sports Teamwear LLC Limited Liability Company, Insured Multiple Names Soccer Plus Inc Corporation, Insured Multiple Names Sports Management Group LLC Limited Liability Company, Insured Multiple Names Brazil. Soccer LLC Limited Liability Company, insured Multiple Names ea p. ';'1 I I OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC ZDA 9436702 05 2901935 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Ana Its officers, employees, agents and volunteers, 20 Civic Center Plaza, Santa Ana, Ce 92702 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown In the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional Insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III —Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 eves Page 1 of 1 ZDA 9436702 04 2901935 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Other Insurance — Primary and Non -Contributory (Additional Insured) This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Section IV — Commercial General Liability Conditions 4, Other Insurance a. Additional Insureds (a) Thai is Fire. Extended If you agree in a written contract, written Coverage, Builder's agreement or permit that the insurance Risk, Installation Risk or provided to any person or organization similar coverage for "Your work"; included as an Additional Insured under Section II — Who is An Insured, is (b) That is Fire insurance primary and non-contributory, the for premises rented to following applies: the Additional Insured or temporarily occupied by the Additional If other valid and collectible insurance is Insured with permission available to the Additional Insured for a of the owner; loss we cover under Coverages A or B of this Coverage Part, our obligations (c) That is insurance e limited as follows: purchased by the Additional Insured to 1, rimary Insurance cover the Additional This insurance is primary to other Insured's liability as a insurance that is available to the tenant for "property Additional Insured which covers the damage" to promises Additional Insured as a Named rented to the Additional Insured. We will not seek Insured or temporarily contribution from any other occupied by the insurance available to the Additional Additional with Insured except: permission of the 1. For the sole negligence of the owner; or Additional Insured; (d) If the loss arises out of ii. when the Additional Insured is the maintenance or use an Additional Insured under of aircraft, 'autos" or another primary liability policy; watercraft to the extent not subject to Exclusion or g, of Section I — IlL when 2. below applies. Coverage A — Bodily If this insurance is primary, our Injury And Property obligations are not affected unless Damage Liability. any of the other insurance is also When this insurance is excess, we will have primary. Then, we will share with all no duty under Coverages A or B to defend the that other insurance by the method insured against any "suit" it any other insurer described in 3. below has a duty to defend the insured against that 2. Excess Insurance "suit". if no other insurer defends, we will This insurance is excess over: undertake to do so. but we will be entitled to the in.sured's rights against all those other (1) Any of the other insurance, nsurers. Whather primary, excess. When this insurance is excess over other contingent or on any other insurance, we will pay only our share of the basis: amount of the loss.. if any that a the sum of'. e�t�'�ed ? Pad 1, f 2 )� 421•0462 06 07 I^ctt �' _opyrught d Ateo'l of _ ur ince San J nr I0e3 lrC flt, ds peun sslor a PI �dmt�'• Pt�� (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance and (2) The total of all deductible and self - insured amounts under all that other insurance, Ole will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 421.0452 06 07 ZDA 9436702 04 2901935 3. Method Of sharing If all of the other insurance permits contribution by equal shares, we vrill follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Pa� b12 V10J16Pa I pciud6i-00yr;gN.", "It( rldl Or l r igrw c25ervicg50frces trf 1var is oBumi;,0r � M 1B ZDA 9436702 04 2901935 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured — Sponsors Included 3. Additional Insured — Subcontractor — Aerobic Instructors, Massage Therapists, and Personal Trainers Included 4. Newly Acquired or Formed Organizations - Covered until end of policy period Included 5. Aggregate Limit per Location Included 6. Alienated Premises Included 7. Bodily Injury Redefined Included 8. Broad Form Property Damage - Borrowed Equipment Included 9. Incidental Malpractice (Employed nurses, EMT's & paramedics) Included 10. Knowledge of Occurrence Included 11. Medical Payments - Increased Limit $ 10,000 12. Non -owned Watercraft 51 feet 13. Personal Injury - Broad Form Included 14. Property Damage Legal Liability (Fire, Lightning, Explosion, $500,000 Smoke or Leakage Damage) 16. Supplementary Payments Increased Limits - Bail Bonds $ 2.500 - Loss of Earnings $ 300 16. Unintentional Failure to Disclose Hazards Included 17. Unintentional Failure to Notify Included 18. Liberalization Clause Included This endorsement amends coverages provided under the Commercial General Liability Coverage Form through new coverages, higher limits and broader coverage grants. 1. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT The following is added to SECTION It — WHO IS AN INSURED, Paragraph 2.: Each of the following is also an insured: Any person or organization with whom you agreed, in writing In a contract, agreement or permit to provide insurance, that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to: a. "Your work" for the additional insured(s) designated in the contract, agreement or permit, b. Premises you own, rent, lease or occupy; or c. Your maintenance, operation or use of equipment leased to you. This insurance applies on a primary basis if that is required by the written contract, written agreement or permit. ram. Page 1 of 5 421-1383 10 10 Includes copyrighted material of Insurance Services Office, Inc. 2004 ZDA 9436702 04 2901935 This provision does not apply: d. Unless the written contract or written agreement has been executed or permit has been Issued prior to the "bodily injury", "property damage", "personal and advertising injury"; e. To any person or organization included as an additional insured by an endorsement issued by us and made part of this Coverage Part; f. To any person or organization included as an additional insured under Paragraph 2. or 3, of this endorsement; g. To any lessor of equipment: (1) After the equipment lease expires; or (2) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor; h. To any: (1) Owners or other Interests from whom land has been leased which takes place after the lease for the land expires; or (2) Managers or lessors of premises if (a) The "occurrence" takes place after you cease to be a tenant in that premises; or (b) The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; 1, To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services; or Additional insured coverage will not be provided by this provision if an insured is otherwise excluded in this policy. Additional insured coverage provided by this provision will not be broader than coverage provided to any other insured. All other insuring agreements, exclusions, and conditions of this policy apply. 2. ADDITIONAL INSURED —SPONSORS The following is added to SECTION II — WHO IS AN INSURED, Paragraph 2.: Each of the following Is also an insured; Any financial sponsor with whom you agreed in a written contract, agreement or permit to provide insurance, that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf. 3. ADDITIONAL INSURED —SUBCONTRACTOR — AEROBIC INSTRUCTORS, MASSAGE THERAPISTS, AND PERSONAL TRAINERS SECTION II — WHO IS AN INSURED is amended to add as an additional insured Aerobic Instructors, Massage Therapists, and Personal Trainers, with whom you agreed in a written contract, agreement or permit to provide insurance, that such person or organization be added as an additional insured on your policy. Such person is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations. No Aerobic Instructor, Massage Therapist, or Personal Trainer is an additional insured with respect to any claim arising out of the rendering of or failure to render professional services. 4. NEWLY ACQUIRED OR FORMED ORGANIZATIONS SECTION II — WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded only until the end of the policy period. S. AGGREGATE LIMIT PER LOCATION a. Under SECTION III — LIMITS OF INSURANCE, the General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. b. The following is added to SECTION V — DEFINITIONS: 23. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. ALIENATED PREMISES Under SECTION I — COVERAGES, COVERAGE A, Paragraph 2. Exclusions, j.( s replaced by the following: (� a Gu`���yri age 2 of 6 421.1383 10 10 Includes copyrighted material of Insurance Services Office, Inc. 2004 ZDA 9436702 04 2901935 (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. BODILY INJURY REDEFINED Under SECTION V — DEFINITIONS, Paragraph 3. "bodily injury" is replaced by the following: 3. "Bodily Injury" means bodily injury, disability, sickness or disease sustained by a person, including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 8. BROAD FORM PROPERTY DAMAGE — BORROWED EQUIPMENT a. Under SECTION t — COVERAGES, COVERAGE A, Paragraph 2. Exclusions, item j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment arising out of your operations or while at your location. b. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 9. INCIDENTAL MALPRACTICE Employed Nurses, EMT's and Paramedics Under SECTION II — WHO IS AN INSURED, Paragraph 2.a.(1)(d) does not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 10. KNOWLEDGE OF OCCURRENCE Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim or Suit, Paragraph e, is added as follows: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, "executive officer" or an "employee" designated by you to give us such a notice. 11. MEDICAL PAYMENTS— INCREASED LIMITS a. Under SECTION I — COVERAGES, COVERAGE C, Paragraph a.(2) is replaced by the following: (2) The expenses are incurred and reported to us within three years of the date of the accident; and b. Under SECTION III — LIMITS OF INSURANCE, Paragraph 7. is replaced by the following: 7. Subject to 5, above, the higher of: a. $10,000: or b. The amount shown in the Declarations for Medical Expense Limit is the most we will pay under COVERAGE C for all medical expenses because of "bodily injury" sustained by one person. (3) This coverage does not apply if COVERAGE C — MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Form or by endorsement. 12. NON -OWNED WATERCRAFT Under SECTION I — COVERAGES, COVERAGE A, Paragraph 2. Exclusions, g.(2) is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. 13. PERSONAL INJURY — BROAD FORM a. Under SECTION I — COVERAGES, COVERAGE B, Paragraph 2.e. is deleted in its entirety. b. Under SECTION V — DEFINITIONS, definition 14. "Personal and advertising injury": (1) Paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process; (2) Paragraph d, is replaced by the following: d. Oral or written publication, in any manner, or televised or videotaped publication of material that slanders or libels a person or organization or disparages a persori or pJ' 421.1383 10 10 Includes copyrighted material of Insurance services Office, Inc. 2004 ZDA 9436702 04 2901935 organization's goods, products or services; (3) Paragraph e. is replaced by the following: e. Oral or written publication, in any manner, or televised or videotaped publication of material that violates a person's right of privacy; (4) Paragraph h. is added as follows: h. Discrimination (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such discrimination is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (11) Not directly or indirectly related to an "employee", nor to the employment, prospective employment or termination of any person or persons by an insured. c. This coverage does not apply if COVERAGE B — PERSONAL AND ADVERTISING INJURY is excluded either by the provisions of the Coverage Form or by endorsement. 14. PROPERTY DAMAGE LEGAL LIABILITY (Fire, Lightning, Explosion, Smoke or Leakage from Fire Protective Systems Damage) a. The word fire is changed to fire, lightning, explosion, smoke and leakage from fire protective systems where it appears in the Limits of Insurance section of the Declarations for the Commercial General Liability Coverage Form. b. Under SECTION I — COVERAGES, COVERAGE A, the last paragraph (after the exclusions) is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. This limit will apply to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke or leakage from fire protective systems or any combination of the five. c. Under SECTION III — LIMITS OF INSURANCE, Paragraph 6. is replaced by the following: 6. Subject to 5. above, the higher of: a. $500,000; or b. The Fire, Lightning, Explosion, Smoke or Leakage From Fire Protective Systems Damage Limit shown in the Declarations, is the most we will pay under COVERAGE A for damages because of "property damage" from fire, lightning, explosion, smoke and leakage from fire protective systems to premises, while rented to you or temporarily occupied by you with permission of the owner. d. Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Condition 4. Other Insurance, paragraph b.(2) is replaced by the following: b. (2) That is fire, lightning, explosion, smoke or leakage from fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; or e. Under SECTION V — DEFINITIONS, definition 9. "Insured contract", Paragraph a. is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner Is not an "insured contract". f, This coverage does not apply if Fire Damage Legal Liability of COVERAGE A is excluded either by the provisions of the Coverage Part or by endorsement. CN��`. , Page 4 of 5 421A383 10 10 Includes copyrighted material of insurance Services Office, Inc.2004 ZDA 9436702 04 2901935 15. SUPPLEMENTARY PAYMENTS INCREASED 16. UNINTENTIONAL FAILURE TO NOTIFY LIMITS U d SECTION IV COMMERCIAL GENERAL Under SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $2500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $300 a day because of time off from work. 17, UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Condition 6. Representations, Paragraph d. is added as follows: d. We will not disclaim coverage under this Coverage Form if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional, n er — LIABILITY CONDITIONS, Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit, Paragraph f. is added as follows: f. Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence', offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, the following condition is added: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Form. Page 5 of 5 421.1383 10 10 Includes copyrighted material of Insurance SeNices Office, Inc. 2004 a DATE (MM �d /DDIYYYY) A CERTIFICATE OF LIABILITY INSURANCE 1j27/2017 THIS CERTIFICATE, IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING; INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Paul Broussard NAME: Risk, 6 Insurance Consultants, Inc PHONE ,.Ext): (404) 459-5975 (AA,.N®): (ataa- -5976 5416 Glenridge Drive E-MAILAlib THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR. THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1NSR pDDL SWBR TYPE OF INSURANCE '.... LTR POLICY NUMBER POLICY EFE POLICY EXP IMWOOIYYYYI (Mmmoi ....LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ''. A CLAIMS -MADE X :'.. OCCUR DAMAGE TORENTED _. _... PREMISES (Ea occurrence) $ _ 30O 000... ' X ILKKS0000006679900 _._ 1/1/2017 1/1/2018 MED EXP (Any one person) $ 1,000 PERSONAL &.ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PERK GENERAL AGGREGATE $ 2,000,000 X POLICYLOC JECT PRODUCTS - COMPIOPAGG $ 2,000,000 OTHER, Employee Benefits Liability $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accadent)................ 1,000,000 X._. ANY AUTO BODILY INJURY (Per person) $ B ...... . ALL OWNED SCHL UULEU AUTOS AUTOS 1LXKB0004006679000 ........ 1/1/2017 1,/1,/2018 BODILY INJURY (Per accident) $ ......... X NON -OWNED PROPERTY DAMAGE, *' Ffl1RIEI3 AUTOS ._..... , AUTC:S (Per accident)... Uninsured Motorist $ 1,000,000 X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 5,000,000 1 A EXCESS LIAB CLAIMS MADE AGGREGATE $ 5, 000, 000 DIED X RETENTION$ 0 lLKXSOOC..O006678900 1/1/2.017 1/1/2018 $ WORKERS COMPENSATION X PER OTH_ AND EMPLOYERS' LIABILITY Y f N _.... STATUTE ER ..._....... ANY PROPRIETORWARTNERIEXECUTIVE E.L EACH ACCIDENT $ 1,000,000 ... N f A OFFICERIMEMBER EXCLUDED? X C (Mandatory in Ni TWC3601036 1/1/2017 1/1/2018 E.L.DISEASE EA EMPLOYEE$ 1,000,000 If yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE: - POLICY LIMIT $ 1 000 000 D Participant Accident AHH006104. 1/1/201.7 '. 1/1/2018 Accident/Medical 4. $25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional. Remarks Schedule, may he attached if more spa I iced) City of Santa Ana is additional insured, with regards to General L✓yy✓iIna ty, as per itten contract. �Rd f P''J ; TinyTykes r 011 Dates: Feb 15th -•- May 20th, 2017 � � ,��C, r � British Soccer Camp a Dates: July 16th - 22nd, 2017�( SCuevas@santa-ana.org City of Santa Ana ATTN: Silvia Cuevas 726 S Center Street Santa. Ana, CA 92704 L SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIONDATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIXEO REPRESENTATIVE Steve Ma.l:i na/BF;CFGY C71988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INSf125 cqn lAnt t Additional Named Insureds Other Named Insureds Camsi.e Leasing LLC Challenger Sports Canada Challenger Sports Corp Challenger Sports Tearnwear LLC Complete Playerzi, Program LLC DBA Challenger Teamwear SMG Enterprises, LLC SoccerPlus Camps, Inc: Tetra Brazil Soccer LLC r0:3i C OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC POLICY NUMBER: KKS0000006678900 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following; COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizatlon(s): CITY OF SANTA ANA, IT OFFICERS. AGENTS, AND EMPLOYEES 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. i A. Section It — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for 'bodily injury', 'property damage' or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. in connection with your promises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and Insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. E. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance, 1. Required by the contractor agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less, 2. If coverage provided to the additional insured is This endorsement shall not increase the applicable required by a contract or agreement, the Limits of Insurance shown in the Declarations. CG 20 26 04 11 @ Insurance Services office, Inc., 2012 Page 1 of 1 ENDORSEMENT A� SCOTTSDALE INSURANCE COMPANY:" N 0. 0004 ATTACHED TO D ANI FORMING A PART 01: ENDORSEMENT EFFEC t1VF DATE NAMED INSURED AGENT NO. POLICY NUMBER (12'01 A . STANDARD TIME) KKS0000006678900 01/24/17 CHALLENGER SPORTS CORP This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The Other Insurance condition of this Coverage Part is replaced by the provision marked below with an "X" in the box: Other Insurance It other valid and collectible insurance with any other insurer including any formal self -insured retention programs is available to you covering a loss also covered by this Coverage Part, other than insurance that is in excess of the insurance afforded by this Coverage Part, the insurance afforded by this Coverage Part shall be in excess of and shall not contribute with such other insurance. Nothing herein shall be construed to make this insurance subject to the terms, conditions and limitations of other insurance, Coverage afforded under this Coverage Par', is primary insurance and Other Insurance shall not apply as respects AS REQUIRED BY WRITTEN CONTRACT as additional insureds. The Cancellation condition of this Coverage Part is amended by the addition of the following if an "X" is in the box: Cancellation The following is added: It is a condition of the Policy by this Endorsement that the Policy will not be can - called without days' prior written notice to: 1?0 and further, that the person(s) named above are not liable for the payment of any praMILIMS or assess- ments on this Policy. REPRESENTATIVE KRS-GL-79 (4-07) Page 1 of 1